Christy Clark
CONSTELLATION BRANDSAbout Christy Clark
Independent director of Constellation Brands (STZ) since 2019; age 59. Former Premier of British Columbia (2011–2017) and currently Senior Advisor at Bennett Jones LLP (since July 2018), bringing senior leadership, human capital, and international operations expertise to the board. She is independent under NYSE standards and serves on the Human Resources Committee (compensation committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of British Columbia | Premier | Mar 2011–Jul 2017 | Led multi-year economic growth and diversification; consensus-builder in complex public policy |
| Bennett Jones LLP | Senior Advisor | Jul 2018–present | Advises internationally recognized law firm; governance and market insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shaw Communications (NYSE: SJR) | Director | 2018–2023 | Former public company board; telecom sector |
| Recipe Unlimited Corporation (TSX: RECP) | Director | 2018–2022 | Former public company board; restaurant sector |
| Current public company boards | — | — | None |
Board Governance
- Committee assignments: Human Resources Committee member; HRC held five meetings in FY2025 .
- Independence: Board affirmatively determined Christy Clark is independent; Board currently has nine independent directors (assuming all nominees elected) .
- Attendance: Board met six times in FY2025; each incumbent director standing for re‑election attended at least 75% of Board and committee meetings; all such directors attended the 2024 Annual Meeting .
- Executive sessions: Board holds executive sessions at every regularly scheduled meeting; led by the independent Board Chair .
- Time commitments: Board guidelines limit outside boards (≤4 public boards, audit committee limits, CEO-directors limits); annual review in Apr 2025 found each nominee has sufficient time; Clark currently holds no other public boards, mitigating overboarding risk .
- Related-party oversight: CGNR administers related-person transactions policy; FY2025 related-party transactions involved Sands-affiliated entities (office lease and Canandaigua services), not Clark .
- Pledging/Hedging: Company prohibits director pledging and hedging; exception only for Sands family nominees with strict caps monitored quarterly by CGNR .
Fixed Compensation (Director)
| Fiscal Year | Cash Retainer ($) | All Other Compensation ($) | Total Cash ($) |
|---|---|---|---|
| FY2025 | 100,000 | 10,000 product allowance/matching programs | 110,000 |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | Jul 17, 2024 | 503 | 124,860 | Vest on first Jul 10 following grant (Jul 10, 2025) | Converted to 503 Class A shares on Jul 10, 2025 (Form 4) |
| NQSOs (Class 1 Stock) | Jul 17, 2024 | 734 | 54,991 | Vested six months from grant; 10-year term | Strike $248.23; convert to Class A only upon sale |
Director compensation structure: Annual equity grants in RSUs ($125k) and NQSOs ($55k) plus cash retainer; director grants vest based on time, not performance metrics; no director meeting fees .
HRC Oversight: Executive Pay Metrics (Context for Board Effectiveness)
| Metric | FY2025 Target | FY2025 Actual | Payout vs Target | Weight |
|---|---|---|---|---|
| Net Sales ($mm) | 10,635.7 | 10,208.7 | 0.0% | 40% (enterprise) |
| Comparable EBIT ($mm) | 3,553.0 | 3,497.9 | 78.9% | 40% (enterprise) |
| Free Cash Flow ($mm) | 1,540.0 | 1,938.1 | 200.0% | 20% |
| Enterprise AMIP Payout | — | — | 71.6% | — |
| Beer Division (selected) | Net Sales 8,829.3 | 8,539.8 | 29.7% | 20% (divisional) |
| W&S Division (selected) | Net Sales 1,806.4 | 1,668.9 | 0.0% | 20% (divisional) |
PSU program (FY2023–FY2025): Relative TSR at ~16th percentile vs S&P 500; no PSUs earned, evidencing pay-for-performance rigor overseen by HRC .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Shared directorships/competitors | No disclosures of interlocks with STZ competitors, suppliers, or customers; related-party transactions disclosed pertain to Sands-affiliated entities; none involving Clark |
| Compensation committee interlocks | None; HRC members (including Clark) were not officers/employees; no cross-committee interlocks reported |
Expertise & Qualifications
- Skills matrix: Senior Leadership; Human Capital Management; International Operations .
- Governance: Experience overseeing compensation/human capital as HRC member; exposure to large-scale fiscal management from prior public-sector leadership .
- Education: Not disclosed in STZ proxy .
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 2,808 shares | <1% | As of record date; includes RSUs that vested within 60 days for relevant directors |
| Class 1 Stock Options (exercisable ≤60 days) | 5,613 | — | Options convert to Class A only upon sale; aggregate exercisable options |
| Ownership guidelines | Directors must hold 5× annual cash retainer within 5 years; all non-management directors met or were within period except Mr. Madero | ||
| Pledging/Hedging | Prohibited for directors; exception applies only to Sands family nominees with capped allowances monitored quarterly |
Insider Trades (Section 16)
| Date | Form | Transaction | Security | Shares | Price | Post-Txn Holdings |
|---|---|---|---|---|---|---|
| Jul 10, 2025 | Form 4 | RSU conversion (M) | Class A Common | 503 | $0 | 2,808 |
Power of Attorney for Section 16 filings executed Apr 9, 2025, authorizing filings via EDGAR (EX‑24) .
Governance Assessment
- Board effectiveness: Clark strengthens HRC oversight with public-sector leadership and human capital expertise; independence affirmed; attendance threshold met; executive sessions and the enhanced board evaluations indicate active governance .
- Alignment: Director stock ownership guidelines and mix of equity (RSUs/NQSOs) support alignment; no hedging/pledging and robust policies reduce misalignment risk .
- Conflicts: No related-party transactions reported involving Clark; time-commitment risk is low given no current public company boards; Board annually reviews outside commitments .
- RED FLAGS: None disclosed specific to Clark. Broader governance sensitivity remains around Sands family pledging carve-out (monitored by CGNR), but this does not apply to Clark . Say‑on‑pay support (97% in 2024) and zero PSU vesting for FY2023–FY2025 relative TSR demonstrate compensation rigor overseen by HRC .